RAREX LIMITED — AGM Information 2018

Oct 31, 2018

==> picture [397 x 94] intentionally omitted <==

CLANCY EXPLORATION LIMITED ACN 105 578 756

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at the offices of the Company, at Suite 23, 513 Hay Street, Subiaco, Western Australia on Friday, 30 November 2018 at 10.00 am (WST).

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 6143 6720.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

• 1 -

CLANCY EXPLORATION LIMITED A C N 1 0 5 5 7 8 7 5 6

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Clancy Exploration Limited ( Company ) will be held at the offices of the Company, at Suite 23, 513 Hay Street, Subiaco, Western Australia on Friday, 30 November 2018 at 10.00 am (WST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 28 November 2018 at 5:00pm (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

AGENDA

1. Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2018, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2. Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:

"That the Remuneration Report be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum."

Voting Prohibition

In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

• 2 -

3. Resolution 2 – Election of Director – Mr Shaun Hardcastle

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, in accordance with Clause 11.12 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Shaun Hardcastle, a Director who was appointed on 1 December 2017, retires and, being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum."

4. Resolution 3 – Re-election of Director – Mr Scott Patrizi

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That Mr Scott Patrizi, who retires by rotation in accordance with Clause 11.3 of the Constitution and for all other purposes, and, being eligible and offering himself for re-election, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

5. Resolution 4 – Ratification of prior issue of Cadence Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 140,000,000 Shares to Cadence Minerals Plc on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Cadence Minerals Plc or any of its associates.

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Resolution 5 – Ratification of prior issue of Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 250,000,000 Shares at $0.003 per Share to raise approximately $750,000 on the terms and conditions in the Explanatory Memorandum."

• 3 -

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person (and any nominee of such a person) who participated in the issue of the Shares, or any of their respective associates.

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. Resolution 6 – Ratification of prior issue of Placement Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 125,000,000 Options on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person (and any nominee of such a person) who participated in the issue of the Options, or any of their respective associates.

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. Resolution 7 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, an issue under the 10% Placement Facility (except a benefit solely by reason of being a holder of Shares) or any associate of those persons.

• 4 -

However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. Resolution 8 – Replacement of Constitution

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

"That, pursuant to and in accordance with section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form of the document tabled at the Meeting and signed by the Chair for the purposes of identification, with effect from the close of the Meeting."

BY ORDER OF THE BOARD

==> picture [110 x 42] intentionally omitted <==

Oonagh Malone Company Secretary Clancy Exploration Limited Dated: 31 October 2018

• 5 -

CLANCY EXPLORATION LIMITED A C N 1 0 5 5 7 8 7 5 6

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of the Company, at Suite 23, 513 Hay Street, Subiaco, Western Australia on Friday, 30 November 2018 at 10.00 am (WST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Annual Report
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolution 2 – Election of Director – Mr Shaun Hardcastle
Section 6	Resolution 3 – Re-election of Director – Mr Scott Patrizi
Section 7	Resolution 4 – Ratification of prior issue of Cadence Shares
Section 8	Resolutions 5 & 6 – Ratification of prior issue of Placement Securities
Section 9	Resolution 7 – Approval of 10% Placement Facility
Section 10	Resolution 8 – Replacement of Constitution
Schedule 1	Definitions
Schedule 2	Securities issued in the previous 12 months
Schedule 3	Terms and conditions of Quoted Options

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

• 6 -

2.1 Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.2 Proxies

• (a) Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (ii) a proxy need not be a member of the Company; and

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

• (b) Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• (c) Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (ii) the appointed proxy is not the chair of the meeting;

• 7 -

• (iii) at the meeting, a poll is duly demanded on the resolution; and

• (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2.3 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

In accordance with sections 250BD and 250R of the Corporations Act, votes on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel; or

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person who is excluded from voting on the relevant Resolution and:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the person is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution, but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

2.4

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions unless the Shareholder has expressly indicated a different voting intention.

If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1 by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

3. Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2018.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at www.clancyexploration.com;

• (b) ask questions about, or comment on, the management of the Company; and

• 8 -

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

• (a) the preparation and content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Remuneration Report

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2017 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2019 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 1 is an ordinary resolution.

• 9 -

5. Resolution 2 – Election of Director – Mr Shaun Hardcastle

5.1 General

Clause 11.11 of the Constitution allows the Board to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to Clause 11.12 of the Constitution, any Director so appointed must retire at the next annual general meeting of the Company and is then eligible for election by Shareholders under Clause 11.12 of the Constitution.

In addition, Listing Rule 14.4 provides that a Director appointed as an addition to the Board must not hold office (without re-election) past the next annual general meeting. On 1 December 2017, Mr Shaun Hardcastle was appointed as a Non-Executive Director of the Company.

Accordingly, Mr Hardcastle resigns as a Director at the Meeting and, being eligible, seeks approval to be elected as a Director pursuant to Resolution 2.

If elected, the Board considers Mr Hardcastle to be an independent director.

Resolution 2 is an ordinary resolution.

The Board (other than Mr Hardcastle) recommends that Shareholders vote in favour of Resolution 2.

5.2 Mr Shaun Hardcastle

Mr Hardcastle has over 10 years' experience as a corporate and finance lawyer and extensive experience in corporate governance, risk management and compliance. He has been involved in a broad range of cross-border and domestic transactions including joint ventures, corporate restructuring, project finance, resources and asset/equity sales and acquisitions. Mr Hardcastle has practiced law both in Australia and overseas and is a partner at Bellanhouse Lawyers.

Mr Hardcastle is currently a non-executive director of ASX listed companies Bunji Corporation Limited (ASX: BCL), Hawkstone Mining Limited (ASX: HWK) and Schrole Group Limited (ASX: SCL).

6. Resolution 3 – Re-election of Director – Mr Scott Patrizi

6.1 General

Clause 11.3 of the Constitution requires that one third of the Directors (excluding the Managing Director) must retire at each annual general meeting (or if that is not a whole number, the whole number nearest to one third). Clause 11.5 of the Constitution requires that the Directors to retire are those who have held their office as Director for the longest period since their last election to that office.

Clause 11.4 of the Constitution provides that a Director who retires in accordance with Clause 11.3 is eligible for re-election.

• 10 -

As at the date of this Notice, the Company has four Directors and accordingly, one Director must retire.

Non-Executive Director Mr Scott Patrizi was last elected at the annual general meeting held on 30 November 2016 and has held office the longest since being last elected. Accordingly, Mr Patrizi retires by rotation at this Meeting and, being eligible, seeks reelection pursuant to Resolution 3.

If elected, the Board considers Mr Patrizi to be an independent director.

Resolution 3 is an ordinary resolution.

The Board (other than Mr Patrizi) recommends that Shareholders vote in favour of Resolution 3.

6.2 Mr Scott Patrizi

Mr Patrizi is a corporate finance professional having been previously employed with Deloitte Touche Tohmatsu in Perth. Mr Patrizi holds a Bachelor of Commerce from the University of Western Australia. During his time at Deloitte, Mr Patrizi worked across a range of industries including mining, oil and gas, healthcare, education and private equity providing merger and acquisition, valuation and due diligence services. Prior to Deloitte, Mr Patrizi worked for Argonaut Limited, a full service advisory, stockbroking & research and investment house focused on clients in the natural resources sector, where he gained significant equity capital market experience.

Mr Patrizi is currently non-executive director of Elixir Petroleum Ltd (ASX: EXR).

7. Resolution 4 – Ratification of prior issue of Cadence Shares

7.1 General

On 21 March 2018, the Company announced that it had agreed to issue 140,000,000 Shares ( Cadence Shares ) to joint venture partner, Cadence Minerals Plc, as compensation for the discovery that a third party has priority over 28 of the 200 licences which form part of the Leogang Project in Austria. Cadence Minerals Plc had previously acquired a 10% interest in the licences held by the Company and plans to proceed with the joint venture on the Leogang Project in respect of the remaining licences (refer to ASX announcements dated 3 July 2017 and 5 September 2017).

On 21 March 2018, the Company issued 140,000,000 Cadence Shares using the Company's placement capacity under Listing Rule 7.1.

Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Cadence Shares.

Resolution 4 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 4.

7.2 Listing Rules 7.1 and 7.4

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that

• 11 -

amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The effect of Shareholders passing Resolution 4 will be to restore the Company's ability to issue further Equity Securities, to the extent of 140,000,000 Equity Securities, during the next 12 months without the requirement to obtain prior Shareholder approval.

7.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Cadence Shares:

• (a) a total of 140,000,000 Cadence Shares were issued;

• (b) the Cadence Shares were issued for nil cash consideration as compensation to a joint venture partner for the discovery that a third party has priority over 28 of the 200 licences which form part of the Leogang Project;

• (c) the Cadence Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (d) the Cadence Shares were issued to Cadence Minerals Plc, which is not a related party of the Company;

• (e) no funds were raised from the Cadence Shares as they were issued for nil cash consideration; and

• (f) a voting exclusion statement is included in the Notice.

8. Resolutions 5 & 6 – Ratification of prior issue of Placement Securities

8.1 General

On 14 August 2018, the Company announced that it had received binding commitments for a placement to raise approximately $750,000 before costs ( Placement ) by the issue of Shares at $0.003 each ( Placement Shares ), together with one free-attaching Quoted Option for every Placement Share issue ( Placement Options ), to sophisticated and professional investors ( Placement Participants ).

On 20 August 2018, the Company issued a total of 250,000,000 Placement Shares and 125,000,000 Placement Options (together, Placement Securities ) to Placement Participants using the Company's placement capacity under Listing Rules 7.1 and 7.1A to raise $750,000 (before costs).

Resolutions 5 and 6 seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Placement Securities.

Resolutions 5 and 6 are ordinary resolutions.

• 12 -

The Board recommends that Shareholders vote in favour of Resolution 5.

8.2 Listing Rules 7.1, 7.1A and 7.4

A summary of Listing Rule 7.1 is contained in Section 7.2 above.

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 30 November 2017.

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A, as applicable.

The effect of Resolutions 5 and 6 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 and the additional 10% annual placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

8.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Securities:

• (a) a total of 250,000,000 Placement Shares were issued within the 10% limit permitted under Listing Rule 7.1A and 125,000,000 Placement Options were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval;

• (b) the Placement Shares were issued at $0.003 per Share, and the Placement Options were free-attaching to the Placement Shares and therefore issued for nil cash consideration;

• (c) the Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue. The Placement Options were issued in the same class as the Company's existing Quoted Options exercisable at $0.004 each on or before 9 May 2019, on the terms set out in Schedule 3;

• (d) the Placement Securities were issued to the Placement Participants, none of whom is a related party of the Company;

• (e) the proceeds from the issue of the Placement Shares are intended to be used to accelerate the Company's exploration programmes on its Moroccan cobalt interests, as well as for costs of the Placement and general working capital. No funds were raised from the issue of the Placement Options as they were free-attaching to the Placement Shares; and

• (f) a voting exclusion statement is included in the Notice.

• 13 -

9. Resolution 7 – Approval of 10% Placement Facility

9.1 General

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1.

Resolution 7 seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 9.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 9.2(c) below).

Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board recommends that Shareholders vote in favour of Resolution 7.

9.2 Listing Rule 7.1A

(a) Is the Company an eligible entity?

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $7 million, based on the closing price of Shares ($0.002 on 30 October 2018).

(b)

What Equity Securities can be issued?

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the company.

As at the date of the Notice, the Company has on issue two quoted classes of Equity Securities; Shares and Options.

(c) How many Equity Securities can be issued?

Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2;

• 14 -

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid Shares issued in the 12 months with Shareholder approval under Listing Rule 7.1 and 7.4. This does not include any issue of Shares under the Company's 15% annual placement capacity without Shareholder approval; and

• (D) less the number of fully paid Shares cancelled in the 12 months.

Note that "A" has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity.

• D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with Shareholder approval under Listing Rule 7.1 or 7.4.

(d) What is the interaction with Listing Rule 7.1?

The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.

(e) At what price can the Equity Securities be issued?

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued,

( Minimum Issue Price ).

(f) When can Equity Securities be issued?

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of Meeting and will expire on the earlier to occur of:

• (i) the date that is 12 months after the date of the Meeting; or

• (ii) the date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

• 15 -

(g) What is the effect of Resolution 7?

The effect of Resolution 7 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

9.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:

(a) Minimum issue price

If the Company issues Equity Securities for cash consideration under the 10% Placement Facility, then the issue price will be not less than the Minimum Issue Price.

If the Company issues Equity Securities for non-cash consideration under the 10% Placement Facility, then, in accordance with the Listing Rules, the Company will provide a valuation of the non-cash consideration to the market that demonstrates that the issue price of the Equity Securities complies with Listing Rule 7.1A.3.

(b) Risk of economic and voting dilution

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company will be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares).

The below table shows:

• (i) the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for "A" calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 9.2(c)) as at the date of the Notice ( Variable A );

• (ii) two examples where Variable A has increased, by 50% and 100%; and (iii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.

• 16 -

Share on issue Variable A in Listing Rule 7.1A.2		Dilution	Dilution
	Issue price per Share	$0.001 50% decrease in Issue Price	$0.002 Issue Price	$0.004 100% increase in Issue Price
3,504,385,575 Shares Current Variable A	10% Voting Dilution	350,438,558 Shares	350,438,558 Shares	350,438,558 Shares
	Funds raised	$350,438.56	$700,877.12	$1,401,754.23
5,256,578,363 Shares 50% increase in current Variable A	10% Voting Dilution	525,657,836 Shares	525,657,836 Shares	525,657,836 Shares
	Funds raised	$525,657.84	$1,051,315.67	$2,102,631.35
7,008,771,150 Shares 100% increase in current Variable A	10% Voting Dilution	700,877,115 Shares	700,877,115 Shares	700,877,115 Shares
	Funds raised	$700,877.12	$1,401,754.23	$2,803,508.46

Notes:

1. The table has been prepared on the following assumptions:

2. (a) the issue price is $0.002 being the closing price of the Shares on ASX on 30 October 2018, being the last day that the Company's Shares traded on the ASX before this Notice was printed;

3. (b) Variable A is 3,504,385,575, comprising 3,504,387,675 existing Shares on issue as at the date of this Meeting less 2,100 Shares issued under Listing Rule 7.1 in the 12 months prior to the Meeting and assuming:

   • (i) the Company has not issued any other Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4; and

   • (ii) a total of 390,000,000 Shares are ratified if Resolutions 4 and 5 are passed at the Meeting;

4. (c) the Company issues the maximum number of Equity Securities available under the 10% Placement Facility;

5. (d) no convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities; and

6. (e) the issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

7. The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

9. 17 -

10. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

11. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

Shareholders should note that there is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

(c) Final date for issue

The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period.

Shareholder approval of the 10% Placement Facility will cease to be valid if Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.

(d) Purposes of issues under 10% Placement Facility

The Company may seek to issue Equity Securities under the 10% Placement Facility for the following purposes:

• (i) cash consideration, in which case the Company intends to use funds raised for continued investment in the Company's current assets (including the Leogang Cobalt Nickel Project, Hong Kong Gold Project and Trundle, Condobolin and Fairholme projects), the acquisition of new resources assets or investments (including expenses associated with such an acquisition), and/or for general working capital; or

• (ii) non-cash consideration for the provision of services to the Company or the acquisition of new resources projects, assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required under Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

(e)

Allocation policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• 18 -

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.

Further, if the Company is successful in acquiring new projects, assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new projects, assets or investments.

(f)

Issues in the past 12 months

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 30 November 2017.

In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has issued 1,437,180,600 Equity Securities. This represents 31% of the total number of Equity Securities on issue at the commencement of that 12 month period.

Details of each issue of Equity Securities by the Company during the 12 months preceding the date of the Meeting are set out in Schedule 2.

(g)

Voting exclusion statement

A voting exclusion statement is included in the Notice.

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

10. Resolution 8 – Replacement of Constitution

10.1 General

Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 8 seeks the approval of Shareholders to repeal the Company's existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares.

The Proposed Constitution incorporates amendments to the Corporations Act and the Listing Rules since the current Constitution was adopted in 2007. The Directors believe

• 19 -

that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

• (a) updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and

• (b) expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Memorandum, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary.

Shareholders are invited to contact the Company if they have any queries or concerns.

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board recommends that Shareholders vote in favour of Resolution 8.

10.2 Summary of material proposed changes

• (a) Minimum Shareholdings (article 2.6 and schedule 4)

Articles 2.6 and schedule 4 of the Proposed Constitution outline how the Company can manage shareholdings which represent "less than a marketable parcel" of Shares, being a shareholding that is less than $500 based on the closing price of the Company's Shares on ASX as at the relevant time ( Minimum Shareholding ).

The Proposed Constitution is in line with the requirements for dealing with Minimum Shareholdings outlined in the Corporations Act and Listing Rules such that where the Company elects to undertake a sale of Minimum Shareholdings, the Company is only required to give one notice to holders of Minimum Shareholdings to elect to retain their shareholding before the Minimum Shareholdings can be dealt with by the Company, saving time and administrative costs incurred by otherwise having to send out additional notices.

Schedule 4 of the Proposed Constitution continues to outline in detail the process that the Company must follow for dealing with Minimum Shareholdings.

(b) Dividends (article 13)

Section 254T of the Corporations Act was amended effective 28 June 2010.

• 20 -

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

• (i) the company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;

• (ii) the payment of the dividend is fair and reasonable to the company's shareholders as a whole; and

• (iii) the payment of the dividend does not materially prejudice the company's ability to pay its creditors.

The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

(c) Fee for registration of off-market transfers (article 4.4)

On 24 January 2011, ASX amended Listing Rule 8.14 with the effect that the Company may now charge a "reasonable fee" for registering paper-based transfers, sometimes referred to "off-market transfers".

Article 4.4 of the Proposed Constitution enables the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

The existing Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

(d) Partial (proportional) takeover provisions (article 4.9 and schedule 5)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder's shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

• 21 -

10.3 Information required by section 648G of the Corporations Act

(a) Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

(b) Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

(c) Knowledge of any acquisition proposals

As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

(d) Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

• (i) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• (ii) assisting in preventing Shareholders from being locked in as a minority;

• (iii) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

• (iv) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

• (i) proportional takeover bids may be discouraged;

• 22 -

• (ii) lost opportunity to sell a portion of their Shares at a premium; and

• (iii) the likelihood of a proportional takeover bid succeeding may be reduced.

(e) Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 8.

• 23 -

Schedule 1 - Definitions

In the Notice, words importing the singular include the plural and vice versa.

10% Placement Facility has the meaning given in Section 9.1.

10% Placement Period has the meaning given in Section 9.2(f).

$ or A$ means Australian Dollars.

Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2018.

ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Cadence Shares means 140,000,000 Shares issued to Cadence Minerals Plc which are the subject of Resolution 4.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Clause means a clause of the Constitution.

Closely Related Party means:

• (a) a spouse or child of the member; or

• (b) has the meaning given in section 9 of the Corporations Act.

Company means Clancy Exploration Limited (ACN 105 578 756).

Constitution means the constitution of the Company as at the date of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

• 24 -

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Minimum Issue Price has the meaning given in Section 9.2(e).

Notice means this notice of annual general meeting.

Option means an option to acquire a Share.

Placement has the meaning given in Section 8.1.

Placement Participants has the meaning given in Section 8.1.

Placement Options means the 125,000,000 Quoted Options issued on 20 August 2018 to the Placement Participants, which are the subject of Resolution 6.

Placement Securities means the Placement Shares and Placement Options.

Placement Shares means the 250,000,000 Shares issued on 20 August 2018 to the Placement Participants under the Placement, which are the subject of Resolution 5.

Proposed Constitution means the proposed new constitution of the Company, a copy of which may be sent to Shareholders upon request to the Company Secretary, which is the subject of Resolution 8.

Proxy Form means the proxy form attached to the Notice.

Quoted Option means an Option admitted to quotation on the official list of ASX, exercisable at $0.004 on or before 9 May 2019, and otherwise issued on the terms and conditions set out in Schedule 3.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

Securities means any Equity Securities of the Company (including Shares, Options and Performance Rights).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

Trading Day has the meaning given in the Listing Rules.

VWAP means volume weighted average market price.

WST means Western Standard Time being the time in Perth, Western Australia.

• 25 -

Schedule 2 – Securities issued in the previous 12 months

Details of each issue of Equity Securities by the Company during the 12 months preceding the date of the Meeting are set out in the table below:

Date of Issue	Number of Securities	Type of Security	Recipient of Security	Issue Price and details of any discount to Market Price1 (if applicable)	Consideration, Use of Funds and Current Value2 as at the date of this Notice
1/12/17	270,000,000	Shares	Redfield Pty Ltd and its nominees	Nil issue price (nil cash consideration)	Part consideration for the acquisition of Hong Kong Gold Project, Western Australia. Current Value: $540,000
1/12/17	20,000,000	Unquoted Options3	Mr Shaun Hardcastle	Nil issue price (nil cash consideration)	Performance-based remuneration for services provided to the Company as Non- Executive Director. Current Value: $28,000
14/12/17	178,500	Shares	Holders of Quoted Options4	$0.004 per Share, representing a premium of 20% to the Market Price on the date of issue	$714 (before costs) was raised, all of which has been expended on development of the Company's projects and for working capital requirements.
30/01/18	30,000,000	Unquoted Options5	Mr Scott Patrizi, as approved at the Shareholders' meeting 24 January 2018	Nil issue price (nil cash consideration)	Performance-based remuneration for services provided to the Company as Non- Executive Director. Current Value: $45,000
21/03/18	140,000,000	Shares	Cadence Minerals Plc (refer to Resolution 4)	Nil issue price (nil cash consideration)	Consideration for compensation with regards to licencing issues with Company's joint venture asset in Austria. Current Value: $280,000

• 26 -

Date of Issue	Number of Securities	Type of Security	Recipient of Security	Issue Price and details of any discount to Market Price1 (if applicable)	Consideration, Use of Funds and Current Value2 as at the date of this Notice
21/03/18	100	Shares	Unrelated existing Shareholder	$0.003 per Share, representing no premium or discount to the Market Price on the date of issue	$0.30 was raised (before costs), which has been expended on costs.
20/08/18	250,000,000	Shares	Sophisticated and professional investors under the Placement (refer to Resolution 5)	$0.003 per Share, representing no premium or discount to the Market Price on the date of issue	$750,000 (before costs) was raised, of which approximately $250,000 has been expended, with the remainder intended to also be spent on the exploration of the Company's Moroccan cobalt project and for working capital requirements.
20/08/18	125,000,000	Quoted Options4	Sophisticated and professional investors under the Placement (refer to Resolution 6)	Nil issue price (free-attaching to Shares on a 1:2 basis)	Nil cash consideration. Free-attaching to Shares under the Placement. Current Value: $125,000
20/08/18	462,000,000	Performance Rights6	Messrs Hardcastle, Lenigas, Patrizi and Scoggin, under the Company's Plan as approved at the Shareholders' meeting on 3 August 2018	Nil issue price (nil cash consideration)	Performance-based remuneration for services to be provided to the Company as Directors. Current Value: $416,493
20/08/18	1,000	Shares	Unrelated existing Shareholder	$0.003 per Share, representing no premium or discount to the Market Price on the date of issue	$3.00 was raised (before costs), which has been expended on costs.

• 27 -

Date of Issue	Number of Securities	Type of Security	Recipient of Security	Issue Price and details of any discount to Market Price1 (if applicable)	Consideration, Use of Funds and Current Value2 as at the date of this Notice
24/10/18	130,000,000	Shares	Atlas Managem SARL, Cocam Pty Ltd and their nominees, as approved at the Shareholders' meeting 3 August 2018	Nil issue price (nil cash consideration)	Part consideration for the staged acquisition of Atlas Managem SARL. Current Value: $260,000
25/10/18	10,000,000	Unquoted Options7	Contacio Pty Ltd (or its nominees), as approved at the Shareholders' meeting on 3 August 2018	Nil issue price (nil cash consideration)	Part consideration for facilitation of acquisition of Company's Moroccan cobalt asset and ongoing consultancy services provided to the Company. Current Value: $15,000
25/10/18	1,000	Shares	Unrelated existing Shareholder	$0.003 per Share, representing a premium of 50% to the Market Price on the date of issue	$3.00 was raised (before costs), which has been expended on costs.

Notes:

1. "Market Price" means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. In respect of quoted Equity Securities the current value is based on the closing price of the Shares ($0.002) and Quoted Options ($0.001) on ASX on 30 October 2018. The value of unquoted Equity Securities is measured using the Black & Scholes pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Equity Security, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk-free interest rate for the term of the Equity Security. No account is taken of any performance conditions included in the terms of the Equity Security other than market-based performance conditions (i.e. conditions linked to the price of Shares).

3. Unquoted Options exercisable at $0.007 each on or before 30 November 2020.

4. 28 -

5. Quoted Options exercisable at $0.004 each on or before 9 May 2019 (ASX Code: CLYO), on the terms set out in Schedule 3.

6. Unquoted Options exercisable at $0.0065 each on or before 31 December 2020.

8. Comprised of:

9. (a) 115,500,000 Class A Performance Rights vesting and converting into Shares on 3 August 2019, provided that the holder does not resign from the Board before the vesting date;

10. (b) 115,500,000 Class B Performance Rights vesting and converting into Shares 12 months after the date that the 10 day VWAP for the Company's Shares on the ASX is $0.01 or higher on or before 20 August 2021, provided that the holder does not resign from the Board before the vesting date;

11. (c) 115,500,000 Class C Performance Rights vesting and converting into Shares 12 months after the date that the 10 day VWAP for the Company's Shares on the ASX is $0.015 or higher on or before 20 August 2021, provided that the holder does not resign from the Board before the vesting date; and

12. (d) 115,500,000 Class D Performance Rights vesting and converting into Shares 12 months after the date that the 10 day VWAP for the Company's Shares on the ASX is $0.02 or higher on or before 20 August 2021, provided that the holder does not resign from the Board before the vesting date.

13. Unquoted Options exercisable at $0.005 each on or before 25 October 2020.

14. 29 -

Schedule 3 – Terms and conditions of Quoted Options

Each of the Quoted Options is granted on the following terms and conditions:

1. ( Entitlement ): Each Quoted Option entitles the holder to subscribe for one Share upon exercise of the Quoted Option.

2. ( Exercise Price ): The amount payable upon exercise of each Quoted Option is $0.004 ( Exercise Price ).

3. ( Expiry Date ): Each Quoted Option will expire at 5.00pm (AEST) on 9 May 2019 ( Expiry Date ). A Quoted Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. ( Exercise Period ): The Quoted Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

5. ( Notice of Exercise ): The Quoted Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Quoted Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

6. ( Exercise Date ): A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Quoted Option being exercised in cleared funds ( Exercise Date ).

7. ( Quotation ): The Quoted Options will form a class of Options quoted on ASX.

8. ( Quotation of Shares issued on exercise ): Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Quoted Options.

9. ( Timing of issue of Shares on exercise ): After a Quoted Option is validly exercised, the Company must, within, 30 business days of receipt of the Notice of Exercise and receipt of cleared funds equal to the Exercise Price of the exercised Quoted Option:

10. (a) issue the Share; and

11. (b) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 10 Business Days after issuing the Share.

12. ( Shares issued on exercise ): Shares issued on exercise of the Quoted Options rank equally with the then issued Shares of the Company.

13. ( Reconstruction of capital ): In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the Expiry Date of the Quoted Options, all rights of the Option holder will be varied in accordance with the Listing Rules.

14. ( Participation in new issues ): There are no participation rights or entitlements inherent in the Quoted Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Quoted Options without exercising the Quoted Options.

15. ( Change in Exercise Price ): There will be no change to the Exercise Price of the Quoted Options or the number of Shares over which the Quoted Options are exercisable

16. 30 -

in the event of the Company making a pro-rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).

1. ( Adjustment for bonus issues ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

2. (a) the number of Shares which must be issued on the exercise of a Quoted Option will be increased by the number of Shares which the holder would have received if the holder of the Quoted Options had exercised the Quoted Option before the record date for the bonus issue; and

3. (b) no change will be made to the Quoted Option Exercise Price.

4. ( Transferability ): The Quoted Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

5. 31 -

CLANCY EXPLORATION LIMITED ACN 105 578 756 P R O X Y F O R M

The Company Secretary Clancy Exploration Limited

By post: PO Box 1311, Subiaco WA 6904 By hand delivery: Suite 23, 513 Hay Street, Subiaco WA 6008 By facsimile: +61 8 9388 8824 By email: info@clancyexploration.com

Name of Shareholder: Address of Shareholder:

Number of Shares entitled to vote:

Please mark  to indicate your directions. Further instructions are provided overleaf. STEP 1 – APPOINT A PROXY TO VOTE ON YOUR BEHALF Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting. I/We being Shareholder/s of the Company hereby appoint: The Chair of OR if you are NOT appointing the Chair of the the Meeting Meeting as your proxy, please write the name of the (mark box)[] person or body corporate (excluding the registered shareholder) you are appointing as your proxy Or failing the person/body corporate named, or if no person/body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at the offices of the Company, at Suite 23, 513 Hay Street, Subiaco, Western Australia on Friday, 30 November 2018 at 10.00 am (WST), and at any adjournment or postponement of that Meeting. CHAIR'S VOTING INTENTIONS IN RELATION TO UNDIRECTED PROXIES The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intentions on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Or failing the person/body corporate named, or if no person/body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at the offices of the Company, at Suite 23, 513 Hay Street, Subiaco, Western Australia on Friday, 30 November 2018 at 10.00 am (WST), and at any adjournment or postponement of that Meeting.

The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intentions on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Important: If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, even though this Resolution is connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

STEP 2 - INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

	For	Against	Abstain*
Resolution 1 Remuneration Report
Resolution 2 Election of Director – Mr Shaun Hardcastle
Resolution 3 Re-election of Director – Mr Scott Patrizi
Resolution 4 Ratification of prior issue of Cadence Shares
Resolution 5 Ratification of prior issue of Placement Shares

• 32 -

	For	Against	Abstain*
Resolution 6 Ratification of prior issue of Placement Options
Resolution 7 Approval of 10% Placement Facility
Resolution 8 Replacement of Constitution

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name Contact Daytime Telephone Date 1Insert name and address of Shareholder 2 Insert name and address of proxy Omit if not applicable PROXY NOTES* A Shareholder entitled to attend and vote at the Annual General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Annual General Meeting. If the Shareholder is entitled to cast 2 or more votes at the Annual General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company. If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that Annual General Meeting, the representative of the body corporate to attend the Annual General Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry. You must sign this form as follows in the spaces provided: Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

A Shareholder entitled to attend and vote at the Annual General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Annual General Meeting. If the Shareholder is entitled to cast 2 or more votes at the Annual General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that Annual General Meeting, the representative of the body corporate to attend the Annual General Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

If a representative of the corporation is to attend the Annual General Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be provided to the Company Secretary at an address provided above by post, hand delivery, facsimile or email not less than 48 hours prior to the time of commencement of the Annual General Meeting (WST).

• 33 -